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2025 Spencer Stuart MidCap Board Index

December 2025

The composition of S&P MidCap 400 boards is shifting. Overall turnover has held steady at 7% for the past two years, but a rebound in new appointments — up to 269 in 2025 from a five-year low of 254 in 2024 — signals renewed refreshment. Significant changes in directors’ professional and personal experiences, meanwhile, suggest that board priorities are evolving.

Here are some key findings from our 2025 report:

  • Appointments to mid-cap boards show a dichotomy. On one hand, CEO backgrounds surged in 2025 to 29% of director appointments, the highest level since 2020. On the other hand, more next-generation directors (aged 50 or under) and first-time public company directors are joining mid-cap boards. This combination suggests that mid-cap boards are focusing on recruiting top executives while also opening up their boardrooms to fresh perspectives.
  • 49% of new mid-cap directors are actively employed, reflecting a continued decline from 65% in 2022. However, this is still a higher share than the percentage of actively employed directors appointed to large-cap boards (41%).
  • The most common industry backgrounds of the incoming class of mid-cap directors in 2025 are industrials/manufacturing at 18%, and consumer and technology at 14% each.
  • Directors serving on their first public company board constitute 46% of the new mid-cap class of directors, up eight percentage points from 2024.
  • In 2025, 43% of mid-cap new directors self-identified as diverse (as defined by Nasdaq’s now-repealed board diversity disclosure rule) — a significant decline from 60% in 2024. Just over a third of new directors (35%) are women, down from 45% last year, and 15% self-identify as underrepresented minorities, down from 29%.
  • The average size of S&P MidCap 400 boards is 9.8 directors, compared with 10.7 for S&P 500 company boards.
  • Half of mid-cap boards have age caps. The average age of mid-cap directors is 63.6.
  • Nearly all mid-cap boards (95%) report conducting annual board evaluations, slightly lagging large-caps (99%). Fewer than one-quarter of mid-cap companies disclose that they conduct individual director evaluations, compared with 48% of large-cap companies.
  • Mid-caps continue to be more likely than large-caps to appoint independent chairs: 49% of mid-caps and 42% of large-caps have an independent chair.
  • Over the past year, mid-cap boards met on average just seven times, nearly the same as boards of large-cap companies (7.1).
  • Mid-cap boards average 3.8 committees, compared with the S&P 500 average of 4.1. Other than audit, compensation and nominating/governance committees, the most common committees are executive, finance, science/technology and risk committees.